Senior M&A and Corporate Counsel The candidate will manage the improvement and development of's internal corporate processes. Provide counsel on corporate governance matters, Delaware corporate law and support Board of Directors and Committees, including preparation for Board and Committee meetings, preparing, managing and implementing corporate governance and related policies and preparing, managing and implementing corporate policies. Stay knowledgeable on external governance trends, general legal issues and best practices in order to keep the legal team apprised Act as an advisor on vesting provisions and filing of IRS 83(b) elections. Support the stock administration team on equity matters and employee education. Provide legal training to members of management and business partners. Manage board and shareholder communications and approvals for all corporate matters. Participate in Board meeting prep (consents required) and follow up actions. Manage the Compliance function of the Company through overseeing and coordinating best practices with the Compliance team. Draft and review amendments to governance documents and corporate policies. Assist in readiness for potential initial public offerings and other capital markets transactions. Assist with various US and international corporate subsidiary maintenance and compliance matters. Provide strong legal advice surrounding M&A activities. Understand of the regulatory framework for M&A activities (HSR, etc.). Collaborate with business leaders across the organization, including engagement in proactive issue-spotting, risk assessment and problem-solving. Draft, review and advise on purchase agreements and other documents relating to private M&A and corporate finance transactions. Oversee diligence and document negotiation, and provide counsel on legal issues and integration matters in concert with cross-functional teams and, as needed, outside counsel. Independently draft and negotiate terms sheets, NDAs and other transaction documents. Provide assistance to the legal team supporting sales and purchasing transactions.
The candidate should have a J.D. degree and membership in good standing in at least one State Bar. Should have 7 years of experience in mergers and acquisitions (M&A) and corporate matters. Proven M&A experience at a major law firm or a combination of law firm and in-house experience is required. Completed several, complex M&A transactions in his/her career. Experience with Stock and Option Grants including a full understanding of Stock Option Pans and applicable regulatory filings and filings to do business in various jurisdictions required. Experience working with cloud-based SaaS companies is preferred. Experience with complex technology transactions. Good understanding of how to structure deals based on an efficient tax strategy and business needs. Ability to handle a high volume of work and prioritize competing demands. Superior attention to detail. Excellent written and oral communication skills and Team player. Broad corporate legal experience leading teams managing corporate governance, securities law compliance, and M&A matters. Experience with SEC's registration rules and requirements (e.g., shelf registration processes and procedures, tender offer rules, Regulation AB, Regulation S, Rule 144A, etc.) is a plus. Experience taking a company through IPO is a plus. Deep familiarity with Carta and cap table management for tracking stock and option grants; and tracking stock transfers, option exercises and employee terminations plus experience in drafting and managing stock transfer agreements. Conducted an internal cap table audit and review and manage clean-up of cap table based on such audit. Experience advising the company board of directors and senior executives regarding governance and securities issues.
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